Author's Notes:

This chap contains TF/TG some slight dom/femdom and otherwise vanilla sex.

Dash let out a long yawn, the sound of birds reaching her ears. As awareness came back to her, she noted her clothes didn't feel right... They were loose on her chest and tight on her crotch. She threw off her light blue covers, looking down to examine what was wrong. Her eyes widened when a male figure greeted her. It still had the thin but toned, runner’s physique that she normally had, but her petite breasts and hips had been smoothed out.

Dash stared blankly, reaching up to pat her chest. Her pats became more frantic as panic set in.

“What the Tartarus is going on?!” she shouted, shooting up in bed. She gulped, taking a peek into her running shorts. She gaped, being greeted by a sheath and a pair of testicles that matched her fur color. “This is so not cool!”

She jumped out of bed, tripping on her blankets. Dash fell flat on her face, getting a mouthful of cloud. She spat it out, groaning as she pulled herself to her feet. “Gotta get to Twilight, she’ll know what’s going on.” She flapped her wings, diving through the floor as she rushed to the castle.

In her haste to get to her brainy friend, Dash crashed through the window of Twilight's room. She squeaked, tumbling into the bed, knocking the occupant onto the floor.

“Gah!” Twilight cried, throwing the pool of covers off her. “Dash! Is that you?!” She jumped up, looking at the prone pegasus. Twilight blinked a few times, wincing. “Uh oh,” she muttered.

“Twi!” Dash scrambled to her hooves, panting. “You gotta help me! I gotta dick!” She blinked, processing Twilight's mutter. “You know what did this don't you!?’

“Well, I may or may not have been working on spells with Starlight last night,” Twilight started, chuckling weakly. “And Spike interrupted us while we were in the middle of one. Three bolts shot out, one hitting Spike and the other two flew out the library window. So now you, Spike and potentially one other pony are different genders.”

“So Spike's a chick and I got a dick?” Dash frowned, crossing her arms. “Just undo the spell Twi.”

“I uh… don’t know how yet,” Twilight replied, wincing as she prepared for a freakout. “Starlight and I still need to figure out how to reverse engineer the spell.”

“What?!” Dash shouted, stomping her hoof. “Faust damnit Twilight, turn me back!”

“Dash, if I could just turn you back, I would,” Twilight replied. “If I used the spell as is, it wouldn’t do anything, watch.” Twilight lit her horn up and fired a white bolt of magic at Dash. It sank into her, but otherwise did nothing.

“This isn't funny Twi!” Dash frowned. “Turn me back!”

“I’m telling you I can’t right now!” Twilight shot back. “You’ll just have to live with having a stallion’s body for a little while.”

“A little while?!” Dash shouted, storming over to be. “What the Tartarus am I supposed to say if I get called in for a show? Or did you forget I actually have a job?!” Dash glared down at her, punctuating her words by poking her chest.

“I’m sorry, okay?” Twilight said, pouting up at Dash. “I didn’t mean for this to happen and I wish I had a quicker solution.”

Dash punched the wall, barely containing a scream of rage.

“Dash, I promise to be as quick as I possibly can,” Twilight said, putting a hand on her shoulder. “But I have to be careful about this. One misstep and I could render you infertile or something.”

“What you mean like no foals?” Dash asked, panting heavily. She pulled her hand back, wincing softly. Punching a crystal wall was not a good idea.

“That’s exactly what I mean,” Twilight replied. “And that’s not the only thing that could go wrong if I make a miscalculation. You could also be stuck in a body that’s between this and your normal gender.” She waved her hand over Dash’s physique.

Dash snorted, turning away from her. “I'm sorry I shouted at you...”

“You were in your right to shout at me,” Twilight assured, smiling weakly. “I got you caught up in my mess. And besides, Spike took it way worse than you did.”

“He did?” Dash asked, shaking her hand in an effort to stave off the pain.

“Oh yeah, he actually dropped an F-bomb in front of me,” Twilight relayed. “And you should see the way he looks right now. He might actually be curvier than Rarity.”

“Seriously?” Dash raised her eyebrow, trying to picture Spike with Rarity’s figure. “We’re talking about the same chubby dragon right?”

“I was shocked by the results too, but I’m dead serious,” Twilight said, holding a hand up. “Starlight will back me up on this. I don’t know if he’d let you see him as he is though.”

“Hey Twi!” Spike's voice carried through the halls. “Breakfast is ready!”

Twilight blinked for a bit before a smile broke out across her face. “I guess Starlight helped him deal with his freakout.” She hummed happily and looked up at Dash. “Wanna join us for breakfast and see the new Spike for yourself?”

“I guess.” Dash nodded. She followed Twilight out of the room, trying to ignore how uncomfortable her shorts were.

“Oh, and you can borrow some of Spike’s clothes when we’re done,” Twilight offered. “I’m sure you don’t want to be running around in clothes that don’t fit all day.”

“Twilight, I will never complain about a stallion sitting with his legs spread ever again.”

“I kept telling you the boob analogy didn’t make sense,” Twilight retorted with a giggle. “But don’t worry, I’m sure something of Spike’s will fit you. Wanna make a detour before breakfast?”

“Please. Save me from this pain,” Dash all but begged, shifting hooves.

Twilight nodded and put her hand on Dash’s shoulder. She lit up her horn and teleported into Spike’s room. She then levitated over a clean shirt, a pair of shorts and boxers. “There you go, this should do nicely.”

At this point, Dash didn't care if Twilight was watching. She all but tore her shirt off, doing the same to her shorts and panties. Dash sighed in relief, her new equipment hanging free. Twilight let out an eep and turned around to give Dash some privacy.

“Hey, you're such a prude Twi,” Dash teased, taking the moment to fully examine her sheath. She tapped at it, turning it over in her hand. “Huh, how do stallions clean these things in the shower? Do they give themselves boners and start scrubbing? Hey Twi, you have two brothers, do you know how they keep their junk clean?”

“Are you seriously asking me that?!” Twilight blushed, her wings twitching. “I don't want to think about my brothers’ privates!”

“What? It’s not like I’m asking you to imagine incesty stuff.” Dash chuckled. “I just need to know that kinda thing if I’m gonna be like this for a while. Think of this as my form of payback for flipping my gender on its head.” A mischievous grin worked its way onto Dash's face. “How big do you think it is?”’

“I wouldn’t know,” Twilight replied with a huff. “And I really don’t want to think about one of my best friend’s privates either.”

“How about we find out?” Dash asked, shivering as she moved her hand up her sheath. She took in a breath, scrunching her muzzle as she picked up a strangely... Arousing scent. “Oh damn, no wonder stallions always wanna get laid,” she muttered, squeezing her sheath as the flared had slowly emerged. “Just using my hand feels awesome.”

Dash sniffed the air again, feeling her wings start to harden. She looked around for the source, realizing it was coming from Twilight. Dash stepped up behind her, grinding her erection into Twilight's ass. “Damn girl.” She took a long sniff along her neck. “You smell good.”

“Gah!” Twilight said, stiffening up at the contact. “D-Dash, what are you doing?”

“Macking on a mare going into heat,” Dash responded, nibbling on one of Twilight's ears.

Twilight groaned and struggled against Dash’s hold. “Dash, you… we shouldn’t do this.”

“Why not?” Dash put her hands on her hips, pushing her erection between her cheeks.

“Hnng,” Twilight groaned and her wings twitched on her back. “You’re letting your new hormones influence your decisions. I haven’t applied my spells to deal with Estrus yet. If we did this I could get pregnant.”

“That doesn't bother me,” Dash replied, wrapping her arms around Twilight. “Does the idea scare you?”

“Considering what happened with Flurry, I could only imagine what could happen if I had an alicorn foal,” Twilight replied, relaxing slightly under the embrace. “And mixing my genes with the fastest pegasus alive wouldn’t help matters.”

“That's not really an answer,” Dash pointed out. “Cause right now, that idea sounds amazing to me.”

“Is that so?” Twilight asked with a raised eyebrow. “And what if I told you that if you went through with this that you’d have to stay a stallion and marry me to raise the child together?”

“That a demand or part of the spell?”

“A demand,” Twilight replied, noticing that Dash was still sawing her hips between her asscheeks. “There’s no way I’d want to be a single mother. Plus, I’m mostly into stallions.”

“Can we negotiate the stallion part?”

“Nope,” Twilight replied, fighting a smirk. “What if I want more kids down the line?” she asked, looking over her shoulder and batting her eyelashes.

“You can just zap me with the spell again,” Dash replied.

“Okay, how about this,” Twilight said. “You spend three days of the week as a stallion, three days as a mare and Sunday can be a day where you’re one or the other based on how you’re feeling. Does that sound like a fair deal?”

“Totally.” Dash nodded. She turned Twilight around, looking into her eyes. “I've been wanting to do this for awhile.” She grabbed Twilight's head, pulling her into a kiss. Twilight moaned into the kiss, wrapping her arms around Dash’s back and closing her eyes.

Dash moved her hands up Twilight's back, squeezing the base of her wings. Twilight let out a moan, returning the favor as she felt her wings stiffen up.

“Get those clothes off, girl,” Dash commanded, pushing Twilight away gently.

“I’m sorry, are you giving your princess orders?” Twilight teased, unbuttoning her pajama top and tossing it over her shoulder to reveal her C cup breasts.

“All I see in front of me is a horny little mare,” Dash retorted.

“Kinda hard not to be horny between my estrus and the fact that you make for a good looking stallion,” Twilight said, pulling down her pajama bottoms and panties in one fluid motion. “All that Wonderbolt training has made you better looking than Soarin.”

“Heh think so?” Dash struck a pose, winking at her. “He's going to be so jealous.”

“Oh, you’d definitely knock him off the sexiest stallion of the year position in the magazines next year,” Twilight assured.

“Damn right I will.” She pushed her onto the bed, quickly straddling her.

“We should probably take this back to my room,” Twilight suggested. “I don’t think Spike would appreciate us doing this on his bed.” Twilight lit up her horn and the two returned to her bed.

“Better.” Dash kissed her again, groping at her chest. Twilight moaned and returned the kiss, putting her hands on Dash’s face. Twilight deepened the kiss, using her thumbs to rub at Dash’s cheeks in little circles. Dash pulled away, snickering. “Twi, what the heck?”

“What, I was just feeling the difference in your bone structure,” she said with a pout. “I uh, kinda went into study mode for a second.” She chuckled weakly and blushed.

“Never change,” Dash chuckled, planting a kiss on her nose.

“Thanks.” Twilight smiled and looked down between them. “Hmm, you’ve got an impressive size,” she commented, giving Dash’s erection an appraising look. “Given your height and some other factors I would’ve thought it would be smaller.”

“Cause that doesn't hurt my self-esteem,” Dash joked. “I could say the same about your tits.”

“They used to be smaller,” Twilight replied with a giggle. “Celestia explained that my alicorn body gave me some changes besides the wings. In ten years, I could have a figure like Cadance’s if I maintain a balanced diet and exercise regimen.”

“Damn girl.” Dash slapped Twilight's cutie mark. “You'll have the stallions all jizzing their pants.”

Twilight moaned and her wings flared out from under her. “W-well, if you keep your end of the bargain, there’ll only be one stallion that I’ll need to worry about,” she said, giving Dash a wink.

“By the time I'm done with you girl, you're going to need a daily dose of my cum.” Dash moved her hips, rubbing the head against Twi’s slit.

Twilight shuddered and wrapped her arms around Dash’s back. She moved her hands up and caressed the pegasus’s wings. “I don’t think I’d mind that. I’d just have to make some modifications to my schedule.”

“You'll be jonesing too hard to care if you're late for anything,” Dash corrected, pausing for a moment before thrusting into her. Twilight let out a low moan, gripping down on the bases of Dash’s wings as she felt her walls being stretched. “Oh damn... That feels good...”

“Feels pretty good on my end too,” Twilight groaned, pressing her breasts into Dash’s pecs. “Starting to like being a stallion?” she asked giving her a cheeky grin.

“Maybe,” Dash admitted, clamping her teeth down on her ear.

Twilight moaned again, her wings twitching behind her. “Do you want to hear another perk of being an alicorn?”

“What's that?”

“We have very resilient bodies,” Twilight explained. “Meaning I’ll be this tight no matter how many times we do this together.” She smirked and started to preen Dash, plucking out a damaged feather.

“Oh yeah.” Dash spread her wings, allowing her better access to her feathers.

Twilight grinned and ran her fingers through the downy plumage. She went to work, meticulously straightening out feathers and pulling out ones she deemed too damaged. “Looks like you’ve been busy lately,” Twilight commented, pulling out a damaged feather. “Or do you always neglect your wings like this?”

“Twi, I'm going to let that slide and not take issue with that.” Dash gave her a stern look, giving a hard thrust. Twilight let out a long moan, pulling out another damaged feather. The two fell into a rhythm, the world melting away save for them.

“Ooh, looks like you two are having tons of fun!” A familiar voice chimed from the balcony.

“Pinkie?!” Dash shouted, scrambling off of Twilight, doing her best to cover up. “What the Tartarus are you doing here?” she asked, trying to calm down. “Shouldn’t you be at Sugarcube Corner for the breakfast rush?”

“Well, my pinkie sense went off, telling me two of my friends were a couple.” Pinkie smiled at Twilight. “Then I went into heat and thought Twi could help!”

“Well, talk about bad timing all things considered,” Twilight muttered. She locked eyes with the party mare. “Pinkie, it’s probably not a good idea for you to stick around. With all the bouncing around you do you’re sure to spread around your scent. And Dash is pretty sensitive to that right now.”

“But her dick looks so yummy!” Pinkie whined.

Dash blinked a bit before realizing her ego had just been stroked. Mix that with the scent of two needy mares filling the room and her next course of action was painfully obvious. “So you liked the look of my dick?” She smirked and displayed the tent she was pitching under the covers. Pinkie nodded vigorously. “So what would you do to get a good look at it?” Dash pressed, rocking her hips ever so slightly, causing the tent to sway.

Pinkie walked in, her pants and panties sailing over her head. She climbed onto the bed, discarding the rest of her clothes.

“Damn girl, you’ve got an awesome rack,” Dash praised, reaching out to cup Pinkie’s large chest. The pegasus hefted the pink orbs, humming as she weighed them before giving them a fond squeeze.

“D cups~” Pinkie grinned. “It's where all the frosting goes!”

“That’s a lie,” Dash replied with a grin, removing a hand from Pinkie’s chest and snaking it around her back. “Some of it goes to your ass.” She gave one of the party mare’s cutie marks a squeeze.

Pinkie hummed, giving her chest a shake. “I know I'm kinda chubby, but, I make sure to get exercise.”

“I think the belly ya got goin’ on is cute,” Dash assured, continuing to grope Pinkie. “It’s very you.”

Pinkie beamed, reaching over to pull Twilight into a passionate kiss. Twilight’s eyes widened before returning the kiss. The two mares ran their hands along one another’s body, moaning as they put on a show for Dash.

“Damn,” Dash commented, grinning as she pulled the covers down to show off her erection. She then snickered and shot Twilight a playful look. “So what was that about you being mostly into stallions, Twi? ‘Cause ya look pretty into this mare.”

“Twilight, were you fibbing?” Pinkie broke the kiss, poking Twilight's nipple.

“No, I wasn’t,” Twilight replied in an even tone, shaking her head. “I did say I was mostly into stallions. Meaning I do harbor an attraction for mares as well, but I prefer stallions in general.”

“Are you sure?” Pinkie slide her hand down, pinching Twilight's clit.

Twilight let out a low moan, grinding against Pinkie’s hand. “Very. But don’t worry, Pinkie. I think you’re very cute.” Pinkie beamed at this, slipping her fingers into Twilight's awaiting snatch. Twilight moaned, running her hands down Pinkie’s body. Twilight kissed the party mare as she slipped two fingers into the pink mare’s folds.

“This is so hot.” Dash shifted position, grabbing her erection, giving it a squeeze. The two mares continued to make out, pumping their fingers in rhythm with one another and filling the room with soft squelching sounds. Dash started to jerk herself off, arching her back. “Mmm, hey, Twi, do ya think we should cut Pinkie in on that deal we made?” she asked, licking her lips at the thought.

“Deal?” Pinkie asked,looking between them.

“Before you interrupted us, Dash and I made a deal,” Twilight explained. “I’d let her have sex with me during my heat, but if I got pregnant she would have to marry me to help raise the child. She would also have to stay a stallion for a portion of the week.”

“That sounds super fun!” Pinkie beamed. “I'd like to be in on that!”

“You’re more than welcome if you want,” Dash replied, her grin growing. “What do you think, Twi? Wanna have a matching baby bump with Pinkie here?”

“I won't lie, that does sound enticing.”

“I know, right?” Dash asked, her grin growing even further. She turned to look Pinkie in the eyes.“Congrats, Pinkie, you’re in on the deal.”

“Yay!” Pinkie lunged at Dash, grinding her hips against Dash's. “Well? Give me your special ingredient so I can put the bun in the oven~”

“Hmm, I think that can be arranged.” Dash put her hands on Pinkie’s cutie marks, lifting her up to line the pink mare up with her erection. She set Pinkie down, spearing her on her rod.

Pinkie let out a sigh of pleasure, placing her hands on Dash’s pecs. Dash leaned up and kissed Pinkie, slowly pulling out of the party mare. Twilight reached around Pinkie, squeezing her breasts and pinching her nipples. Pinkie moaned happily, loving the attention she was getting from both sides. Her hands roved Dash’s chest, feeling up her muscles.

“I can't wait to swell you up Pinkie,” Dash said, bouncing Pinkie up and down. “Your tits are gonna get so much bigger.”

“Mmm, I can’t wait,” Pinkie moaned, moving her hips in tandem with Dash’s. “I wanna bring lots of smiles to a little foal of my own. Ooh, maybe I’ll make us goodies using my own milk!” She beamed at the idea. “Hehe, breast milk cupcakes.”

“I’d eat them,” Dash said, bouncing Pinkie a little faster and kissing her cheek. “Though I hope you don’t mind me sampling the ingredients~” She nuzzled Pinkie’s chest.

“Just leave a little for the baby.” Pinkie moaned, pressing a nipple to Dash’s mouth. Dash eagerly started suckling from the offered nipple, grazing her teeth along the sensitive nub of flesh. Twilight started kissing Pinkie’s neck, nibbling it every so often. “Hehe,” Pinkie giggled, “We’re a pony sandwich.”

“And you’re the meat in the middle,” Twilight added, pulling her into a long kiss. One of her hands dipped down, rubbing Pinkie’s clit. Pinkie gasped, her juices soaking Twilight's hand. Dash grunted and used the added juices to thrust even faster. Her length glided along Pinkie’s inner walls despite their best efforts to grip onto her.

“So good...” Pinkie leaned back on Twilight, her tongue hanging out of her mouth.

“I’m glad you like,” Dash said, popping the nipple out of her mouth as she gave Pinkie’s ass a rough squeeze. “Because this is gonna be a regular thing. I’m gonna make sure you and Twi get a daily dose of my jizz.” Pinkie mumbled a reply, bucking her hips wildly. “I’m sorry, what was that?” Dash asked, slapping the pink mare on the cutie mark.

“M-more!” Pinkie yelped out Dash grunted and obliged, slamming Pinkie down on her rod as hard as she could. Pnkie’s breasts bounced wildly, the two of them moaning wildly with each thrust. Pinkie threw her head back, letting out a cry of pleasure. Her walls tightened around Dash's cock, milking it for all it was worth. Dash groaned in pleasure, burying her dick as deep in Pinkie’s pussy as she could and came, basting the party mare’s womb in jets of cum. The two moaned and a dribble of their combined orgasm dripped out from her slit.

Pinkie collapsed onto Dash, panting rather heavily. “Wowie zowie, that was great!” Pinkie beamed. “I feel so full and warm!”

“Good to help.” Dash kissed her forehead, rubbing her head.

“Hope you haven’t forgotten about me,” Twilight chimed. “We were interrupted before we could finish.”

“Okay Pinkie, mind getting off?” Dash patted Pinkies side, trying to get her off. Pinkie pouted but rolled off, flopping onto the bed. She cradled her stomach as a giddy smile broke out on her face, muttering future baby plans to herself. “Welp, we’ve lost her.”

“I bet the baby’ll be just like her,” Twilight offered with a giggle, pressing her chest against Dash’s pecs.

“And now I'm suddenly afraid.” Dash grabbed her hips, planting a kiss on her cheek.

“You’re the one who let their dick do the thinking,” Twilight reminded, tracing Dash’s abs with a finger. “Don’t come crying to me when you’re chasing after a hyper little pegasus foal.”

“Yeah, like an alicorn foal is going to be much better.” Dash wasted no time, claiming Twilight's snatch as her own.

Twilight moaned loudly, wrapping her arms around Dash’s back. “Heh, if they’re anything like me, we can easily wrangle them in with a book.”

“No way,” Dash scoffed, squeezing her ass. “Our kid’s gonna blow Flurry Heart out of the water!”

“Let’s just hope ours doesn’t nearly cause the death of a country,” Twilight pointed out. She moaned as Dash’s dick was buried as deep inside her as possible.

“Our kid? No way.” Dash rolled over, pinning her down. She nipped at Twilight's breasts, sucking on a patch of skin.

Twilight groaned, wrapping her legs around the small of Dash’s back. She gave the base of Dash’s wings a squeeze. “Bet our baby will be faster than you,” she teased.

“They better be.” Dash ran a hand through Twilight's feathers, plucking a few out. “We’re basically making the best pony ever here.”

“I’m flattered you think so highly of me,” Twilight said with a smile, kissing Dash between the pecs. “Are you saying I’m as awesome as you?”

“Hey, don't take that too serious.” Dash frowned slightly, finding that she was starting to miss the girls. That thought diminished slightly as Twilight grinded her hips against hers. She moaned and started thrusting, holding the alicorn close.

“Then what am I supposed to take seriously?” Twilight questioned, wrapping her legs around Dash's waist.

“Whatever I say you should,” Dash replied with a smirk, pinching the bases of her wings. “You’re my mare now.”

“Oh?” Twilight raised her eyebrow.

“Yeah,” Dash said, her smirk growing as she spanked Twilight on the cutie mark. “You might be a princess to the public, but you’ll be a good little slut for me.”

Twilight bit her lip, holding in her moan. “I highly doubt that, feather head.”

Dash smirked and spanked Twilight on her other cutie mark, thrusting even faster. “Oh, it’s gonna happen. You’ll get on your knees and beg for just a taste of my dick.”

Twilight huffed, sticking her nose in the air. “As if I would allow a lowly pegasus like you to control me.”

“If I’m so lowly then I can just pull out of you right now and give Pinkie another injection of my special ingredient,” Dash retorted, threatening to pull her dick out of Twilight. She turned her head to the pink mare. “Would ya like that, Pinkie? Another big helping of my cream filling?”

“If you do that, what’ll happen to making the 'most awesome pony ever’?” Twilight asked, looking into her eyes.

“I can make some pretty awesome ponies with Pinkie,” Dash retorted, looking back into Twilight’s eyes. She kept pulling her dick back, only her flared head remaining inside. Twilight bit her lip, looking into Dash's eyes. “Well, you gonna be a good mare?” Dash asked, rocking her hips as she threatened to completely pull out.

“Y-yes...” Twilight muttered softly.

“Louder,” Dash ordered, swatting Twilight on the inner thigh and halting her hip movements.

“Yes!” Twilight shouted out.

“Good girl,” Dash leaned down, licking Twilight’s horn as she resumed her thrusting, burying her dick to the hilt into the alicorn. Twilight moaned, her walls trying to tighten around her. Dash moaned, taking the horn into her mouth, swirling her tongue around the grooves as she fought for every inch in and out of Twilight’s pussy.

Twilight let out a scream, her horn sparking in Dash's mouth. Dash groaned, the sparks tingling on her lips and tongue. Between that and the contracting walls, Dash couldn’t hold out. She arched her back, buried her length to the hilt and came with a muffled roar of pleasure around Twilight’s horn.

Twilight collapsed against her, going limp. Dash rocked her hips against Twilight, pumping as much cum into the alicorn as she could. Dash then collapsed on top of Twilight, pulling off of her horn to catch her breath.

“Amazing...” Twilight whispered, nuzzling Dash's neck.

“Yeah,” Dash agreed, kissing Twilight’s cheek and giving her a squeeze. “I gotta say, the D has really grown on me.”

Twilight giggled, kissing her back. “Good to know.” The two sighed in content and held one another for a moment, enjoying the warmth of their bodies pressed together.

Their peace was interrupted by a knock on the door. “Twi! Clean yourself up and hurry downstairs before your breakfast gets cold!” Spike called through the door.

“Coming,” Twilight called back weakly.

“Sounds like you came already!” Spike teased, laughing. The sounds of his footfalls came through the door, signalling he was walking away.

“Okay, let's get dressed.”, Twilight patted Dash's side, giving a smile.

“I think we left the clothes you picked for me in Spike’s room,” Dash pointed out, pulling her dick away from Twilight’s folds.

“I'll get them.” She quickly teleported there and back, passing her the clothes.

“Thanks, babe,” Dash said, kissing Twilight’s cheek and quickly getting dressed. She looked herself over, moving to get a feel for them. “You were right, they fit.”

“Good to hear.” Twilight pulled her day clothes on, taking a moment to fix her hair.

Pinkie hopped up, zipping around in a pink blur to grab her discarded clothes. She came to a stop, fully clothed and smiling at them. “I’m good to go!”

Twilight grabbed both of their hands, teleporting them to the kitchen.

Spike and Starlight looked up from their seats, having already started their breakfast. “Took ya long enough,” Spike teased, smiling at them. “I was almost considering just taking your breakfast to your room.”

Spike was wearing a rather tight looking green top, and a pair of purple shorts. He winked at Twilight, nuzzling Starlight’s cheek.

“Whoa Spike,” Dash said, looking him over. “Twi wasn’t kidding, you’re totally hot.”

“Thanks.” Spike purred softly, tossing a slice of bacon into his mouth.

“So, I take it you and Starlight are an item now?” Twilight asked, sitting next to him.

“Mine,” Spike replied rather aggressively, wrapping his arms around Starlight. He nuzzled his cheek against hers, flashing his fangs in a toothy grin. “Also, I’m starting to dig my new look. Ain't that right, pet?”

“Mhmm,” Starlight agreed, kissing his cheek. “But I think you’re great in your normal body too.”

“Damn, he went full dragon didn't he?” Dash whispered to Pinkie.

“You don’t know the half of it.” Spike smirked and showed off his developing wings. “I think it won’t be long before I’m able to challenge you for the title of Ponyville's fastest resident.”

“Yeah right,” Dash scoffed, gesturing at his chest. “You won't make it very far with those funbags on your chest.”

“Jealous?” Spike asked, shaking his chest. “I mean, you normally barely crack into the B-cup range, right?”

“Oh yeah? Bet my dick’s bigger,” Dash countered.

“Considering I currently don’t have one, you win by default,” Spike retorted, popping another piece of bacon in his mouth. He blinked, making a face. His nostrils flared, a strange yet alluring scent wafting into them. He felt his lower lips tingle the more he smelled it. “What is that smell...?” Spike sniffed around, trying to suss out the source.

“Probably this yummy breakfast you made!” Pinkie offered, grabbing a plate loaded up with food. She dug in, stuffing a pancake into her face.

“No, it’s not that,” Spike replied. He turned his head towards Dash, the scent growing stronger when he did. A shudder ran through his body, and he squeezed his legs together.

“Something wrong, big guy?” Dash asked, pouring herself a glass of juice. “You look like you just got a sudden chill or something.”

“I just...Feel really hot...”

“You’re probably coming down with a bug or something,” Dash replied. “Come on, I’ll help you to your room and you can sleep it off.” Dash put her glass down and held a hand out to him.

Spike nodded, rising to his feet and grabbing Dash's hand. Dash let Spike lean on her, leading him out of the kitchen. “I’ll be right back guys,” she called out. “Hey Starlight, could you make some tea for him? That oughta help him out. I’ll bring it to him after I set him down.”

“Of course.” Starlight rose from her seat, moving over to the stove.

Rainbow thanked her and walked out of the kitchen with Spike in tow. She led him through the halls as fast as she dared, picking up a scent of her own. “Faust Spike.” Dash sniffed at him. “You're in heat!”

Spike’s eyes widened, turning to her with a look of horror. “What?! H-how can I be in heat?!”

“I dunno, maybe dragons share an estrus season with ponies,” Dash
suggested.

Spike groaned, clutching his head and shivering. “That’s just great, being a chick is one thing, but dealing with heat is another.” He dragged a hand down his face. He then paused, his face scrunching up in thought. “Wait a second, estrus season started yesterday, so why didn’t I feel like this last night?”

“I dunno, do I look like a dragon doctor?”

“Sorry, sorry,” Spike said with a sigh. “I was just thinking out loud there. Guess that part doesn’t matter.”

“It's cool.” Dash got him into his room. “I'll go see if Twi can help.”

“Probably not,” Spike said sitting on his bed and sighing. “Twi doesn’t know much about dragon biology either.”

“Oh right...” Dash rubbed her neck. “Well... Maybe Starlight can help?”

“If dragon heat is anything like pony heat, there’s only two ways to deal with it naturally,” Spike replied. “Wait for the season to pass, or get bred by someone. And seeing as I have never met a male dragon I’d let do that to me even if that were realistic, looks like I’m waiting.” Spike groaned and fell over on the bed, a new surge of heat coursing through him.

“Yeah but like, can't dragons and ponies breed?” Dash asked, frowning.

“Twi and I looked into that,” Spike groaned, curling up in a ball and clutching his stomach. “We only found a couple legends about kirins, never anything concrete.”

“So? Don't let that stop you.” Dash walked to the door. “I'll tell Starlight. Maybe she'll use that spell again and you two can go at it like rabbits.”

Spike whimpered, unsure of how he felt about the idea of seeing Starlight as a stallion. Before he could think about it, his clothes suddenly felt constrictive. He let out a growl of irritation and flung his clothes across the room, leaving him completely naked.

“I'll uh...Hurry up on that!” Dash turned, throwing the door open and running back toward the dining room. Dash let out a sigh of relief as she ran down the halls. The scent Spike was giving off was… tempting to say the least. But taking advantage of a friend like that wouldn’t be worth acting on her base urges. No matter how sweet the dragon’s ass looked.

She burst into the kitchen, trying to ignore the tent in her pants. “Okay, Spike's in heat.”

“Well, that explains the sudden complaint about being hot,” Twilight said, nodding as she took a bite of her pancakes. “And I’ll have to make a note that female dragons are on a heat cycle like ponies.”

“So um... GlimGlam.” Dash turned to Starlight. “Er...Would you help Spike out?”

“And how would you suggest I do that?” Starlight asked, raising an eyebrow.

“...Use the spell on yourself?”

Starlight looked down at herself and then back to Dash with a nod. “I guess I could do that. But uh…” she turned to Twilight. “How do you feel about having another niece or nephew?”

“Break Spike's heart, and it'll make Nightmare Moon's banishment look like a time out,” Twilight replied, giving a cheerful smile.

Everyone in the room blinked owlishly at the threat, shivering at her tone. Starlight shook it off, getting up to leave the room. “Uh… wasn’t planning on it.” She chuckled weakly and rushed out of the room.

“Twi...You're scary sometimes.” Dash frowned, sitting down.

“I look out for my family,” Twilight replied, finishing her pancakes. “Like what happened at the wedding.”

Spike whined, getting rather desperate at this point. He was currently laying on his back, groping at his breasts. His tail was pistoning in and out of his slit, but it only seemed to make it worse. He rocked his hips and shuddered, moaning as the ridges on his tail brushed against his clit. His walls constricted against his tail, milking at something that just wouldn’t come.

“Hnng, how do mares put up with this?!” he whined, pinching his nipples and moving his tail in a blur.

“Spike?” An unfamiliar stallion’s voice called through the door.

“Wh-who’s there?!” Spike panted out, not slowing his ministrations in the slightest.

“It's me, Applejack,” the voice responded. “Ah woke up as a stallion. Ya’ll know where Twilight is?”

“She’s i-Oh Faust!” Spike cried, tugging his nipples harder. “In the kitchen. D-do you want me to show you the way from here?”

“Ya okay in there?”

“You’re not the only one stuck as the wrong gender.” A switch went off in Spike’s brain, processing her story. He licked his lips and pulled his tail out of his pussy. “Why don’t you come in here and I’ll tell you the whole story?” He quickly covered himself with his sheets, his pupils threatening to constrict into slits. “I know what happened.”

“Ya got turned into a mare huh?” Applejack walked in, making Spike's mouth water. She was taller, though not as tall as Big Mac, and more muscular to boot. Her hair was still long, though it was only shoulder length as opposed to reaching her mid-back and her trademark hat still rested on her head. He shook his head, breaking himself out of his trance.

“Yeah,” Spike finally answered, staring into AJ’s emerald eyes. He fought to keep his tongue from flitting out as the farmer’s masculine scent filled the room “Twi and Starlight were working on a spell and I broke their concentration. Three bolts shot out, one hit me and sent me flying into a wall. Another obviously hit you and the third one hit Dash. She’s already downstairs.”

“How ya holdin’ up?” Applejack sat at the foot of the bed, taking in Spike's new look.

“Not too bad all things considered,” Spike answered, fighting the urge to pounce on her. “Though I kinda freaked out for an hour last night.”

“Ah’m glad yer Feelin’ better.” Applejack smiled, accidentally breathing in Spike's scent. She shook her head, feeling a stirring in her crotch. “Spike uh… how ya holdin’ up there?” She asked, piecing things together.

“I'm so hot, Applejack,” Spike whined, clutching the sheets tighter. “Nothing I do makes it better.”

“Yeah, the first’s always the worst.” Applejack gave him a sympathetic look and subconsciously scooted closer to him. “There ain’t much ya can do fer now but wait. But Ah know some tricks that make the next time easier.”

“Oh yeah?” Spike asked, watching Applejack inch closer.

“There are toys out there that have fake stallion seed shoot out,” Applejack explained. “They usually help trick ya into thinkin’ ya just got with the genuine article.”

“Think that'll help me?”

“Fer yer first heat, no,” Applejack replied, rubbing the back of her head and giving him another sympathetic look. “This is when those breedin’ instincts are strongest. The only thing that’ll put out the fire in yer belly before the season ends is if ya got pregnant.”

Spike bit his lip, Applejack's scent starting to overpower his higher brain functions. He couldn’t take it and blurted out, “Please help me! I can’t take this!” He threw off the covers, showing off his naked form. He rolled onto his hands and knees, lifting his tail so she could get a good look at his dripping sex.

Applejack gulped, shifting her legs as her jeans suddenly didn’t fit quite right. Her eyes locked on the slightly parted lips, feeling drawn like a moth to a flame. “Spike, ya sure ‘bout this?”

Spike nodded vigorously, raising his lower half in the air, trying to waft more of his scent into the air.

Applejack gulped again and pulled off her clothes, fumbling with her belt. “Alright, but ya better be ready fer me t’help raise the baby. And yer comin’ to Apple Family reunions. The foal’s gonna be an Apple after all.”

“Uh huh.” Spike nodded, much too needy to put thought into anything but sex.

Applejack pulled her pants down, freeing her sizeable erection. She kicked out of them, leaving her as bare as Spike. She put a hand on his hip and the other on her length. She guided it to his needy slit, pressing the flared head into him gently.

Spike couldn't wait any longer, bucking back against Applejack. He gasped, a surge of pleasure coursing through his body. Applejack groaned, gripping Spike’s ass and groping the bountiful cheeks, surprised to find some muscle in them.

“Oh Faust, yer tight.” Applejack started to move her hips, going slow at first.

“Mmm, and you’re so big.” Spike moaned and moved his body to meet Applejack’s thrusts. “Faust, this feels good.”

“Damn right it does.” Applejack reached around him, giving one of his breasts a squeeze. Spike moaned, arching his back to give her better access to his breasts. He let his tongue loll from his mouth, losing himself to the sensations. “Mmm, just imagine, these puppies fillin’ up with milk.”

Spike moaned at the thought. “O-oh damn, and they’ll get even bigger too.”

“Ah can just picture a pair o’ foals nursin’ away at ‘em.”

Spike giggled and smiled at the thought. He looked back at Applejack with a playful look. “What? Hoping to father a whole clutch by yourself?” Spike shuddered, grinding his ass against Applejack’s crotch.

“Maybe.” Applejack pinched Spike's nipples, giving them a hard tug. “Make ya my broodmare.”

Spike moaned, a ring of smoke rising from his nostrils as he let out a snort. “H-harder,” he begged, giving Applejack a pleading look. Applejack obliged, pounding into Spike, forcing his face into the mattress. “Mmm, yes, yes!” Spike cried, his voice muffled by the mattress. He moaned happily, the fire consuming his body diminishing little by little. His hips moved in time with Applejack’s, the two moaning together.

“Spike.” Starlight walked in, freezing when her eyes locked on them. “I...”

“I-I’m sorry, Star,” Spike panted out, giving her an apologetic look. “Th-the heat was driving me crazy.”

“Ya'll two?” Applejack asked, slowing her thrusts.

“We got together last night,” Starlight explained, taking a deep breath to collect herself. “Okay… I’m not mad. I get it, Spike. You’re not used to female hormones and then this walks in during your first heat.” She waved a hand over Applejack’s physique. “Hay, I was going to help you deal with your heat myself.”

“R-really?” Spike asked, lifting his head to get a better look at her.

“Yup,” Starlight said, smiling and lighting her horn up. “I was going to use the gender changing spell on myself and put out that fire between your legs.”

“No reason ya still can't,” Applejack replied, starting to pull away.

A grin formed on Starlight’s face as an idea struck her. She teleported her clothes away and used the spell, her body slowly altering. “Well, you two seemed like you were having fun, so why not make this a team effort?” she asked in a smooth and deeper voice.

Applejack smirked back. “Ah like the way ya think.”

“What do you think, Spike?” Starlight asked, striding over to the bed. “Do you want attention from two stallions at the same time?” Spike nodded, shaking his ass enticingly. Starlight grinned and moved to Spike’s front, indicating her purple sheath.

Spike blushed, looking up at Starlight. “R-really?”

“Well Applejack and I can’t exactly use your pussy at the same time, now can we?” Starlight asked. “Unless you’d rather I fuck your other hole?”

Spike shook his head, leaning in close and gingerly sticking his tongue out. He dragged his tongue along the sheath, surprised by the pleasant taste. It was tangy, and a little salty, but it agreed with him.

Starlight groaned and petted the spines on his head. “That’s a good girl, keep going.” Spike blushed at the praise, sucking on the tip. Starlight shuddered, her dick slowly expanding from her sheath. Spike opened his mouth wide, taking the flared head in. He coiled his long tongue around the rod, tugging on the sensitive flesh with the wet muscle. He moved his hand up, gently squeezing Starlights hefty balls. Starlight moaned, gripping his long, hair-like spines as Spike continued his ministrations. She turned her head to Applejack who was watching the two intently. “Well, what’re you waiting for? She’s desperate for a good, thick load in her womb.”

Applejack chuckled, grabbing Spike's hips, hilting herself inside of him. “Ah’ll make sure she gets it.” Spike moaned around Starlight’s cock, his instincts feeling a deep satisfaction from being sandwiched between two virile males. He bobbed his head, taking in as much of the thick length as he could before gagging.

“Faust this feels amazing,” Starlight moved, giving Spike's frills a tug.

“Mhmm,” Applejack agreed, giving Spike’s tail a tug. “Her insides are so warm, Ah feel like Ah’m gonna melt here.”

“You're a natural at this, 'Barb’,” Starlight teased, starting to thrust her hips. ‘Barb’ groaned in response, moving her head and tongue in alternating motions. “I can't wait for my turn at your other end.” Barb let out a purr around the rod in her mouth, hollowing out her cheeks as she gave it a strong suck. “Faust...”

“Faust is right,” Applejack agreed, breathing heavily as she pounded into Barb’s wanton depths, one hand on her hip the other pulling on her tail. “Ah may not ask Twi t’fix this after all.”

“I for one, prefer the female form,” Starlight replied, grabbing the sides of Barb’s head.

“Yer pretty cute either way,” Applejack offered with a wink.

“Oh.” Starlight blushed. “Think so?””

“Eeyup,” Applejack nodded, speeding up her thrusts a little, “ya got the pretty boy look goin’ right now. And I may or may not have snuck a peek or two of yer rear durin’ that trip t’the beach.”

Barb grunted, feeling the heat in her loins reach a boiling point. She let out a cry of relief and pleasure, her walls clamping down on Applejack’s girth. They started to contract, milking her cock for the seed she craved. Applejack cried out, painting Barb's walls white. Watching the two cry out set Starlight off. She buried her dick to the hilt and sent ropes of cum straight down the dragoness’s throat.

Barb pulled away with a 'pop’. She did a bit of a show, swallowing with a loud gulp. Applejack and Starlight shared a grin, both of them patting the dragoness on the head.

“Good girl, Barb,” Starlight praised, stroking Barb’s cheek. “Do you want more, or do you need a breather?”

The dragoness panted, gazing up at her. “That's not my name...Pet.” Spike grinned at her, a familiar look in her eyes. “Be a good girl and tie up my prey.”

Starlight turned to Applejack, smirking as she lit up her horn. “As you wish, Master.” An array of ethereal ropes wrapped around the cowpony, tying her up.

“Good girl.” Spike turned, raising his tail for Starlight. “Go on, you have shown your worth. Breed your master.”

“Yes, Master.” Starlight got behind Spike and lined her erection up with the purple slit. She wrapped her arms around Spike’s stomach and slipped her flared head inside. Spike moaned, licking at Applejack's crotch. Applejack groaned, struggling against the magic ropes which only seemed to make the knots tighter. Spike smirked and popped one of Applejack’s balls in his mouth, lashing at it with his tongue.

“D-damn...” Applejack moaned, struggling against her bindings.

“Mmm, you taste like apples, Prey,” Spike teased, letting his long tongue hang out and giving her shaft a slow, torturous lick. He kissed the flared head, grazing it with a fang as he dipped back down to the base. “Perhaps I’ll keep you as my pet as well.”

Spike lifted his tail, making sure Applejack could see the tip. “Mm...Let's just see how tight that hole of yours is.”

“Uh oh.” Applejack gulped, her pupils turning to pinpricks as she eyed the tail. She tried to struggle, only to meet, similar results. She let out a cry, which echoed through the castle.